Ultimate Spiders
by SpiderNinja24
Summary: Someone is out for Spider-man's head on plate. Who? Why? Those are not the right question, but When. The fate of all heroes are put at risk when a man named Kang the Conqueror from the future declares war on the Avengers and SHIELD Academy. Past and Future will collide for the Ultimate team-up, The Ultimate Spider-man and The True Daughter of Spider-man, Ultimate Spider Girl.
1. Chapter 1

Chapter 1

Darkness, its home appeared to be deep in space by Saturn's rings. It settled upon Hydra Island, a ship of metal and darkness, and a fortress fitting for its inhabitants. Inside the black and red ship hydra soldiers patrolled the halls. Each preforming they're job like a well-oiled machine. Inside a particular lab however an old man with robotic tentacles as appendages was not happy. Another plan was foiled yet again. A cycle of failures all revolving around one spider.

"WHY?!" He screams smashing any object within tentacle length. The objects were ranging for test tubes, un-finished technology and a clock that read 7:28. At that very moment another man had walked in. Arnim Zola, a man who's conscious could be put into any machine.

"Doctor Octavius, another mishap again?" He said laced with arrogance. The Doctor glared at Arnim not saying a word. "No matter, there someone I want you to meet Doctor. He has some very interesting things to share with us."

Next to Arnim Zola another man stepped out from the shadows. The intimidating man wore sliver and purple armour with green highlights. A purple steel helmet covered his face with a blue visor covering his eyes. In his right hand he held a gold and silver spear like staff encrusted with green gems.

"And who might you be?" Doctor Octavius asked with little interest in his voice. The man looked up at him not speaking a word. As if he was analysing the sight of the Doctor. The man than looked down at the clock that was discarded, clock now read 7:29.

"This is Doctor Octopus?" He asked unimpressed. "I was expecting you to be… well much more than this…"

"What was that…" He growled staring down the stranger. "I'd watch your mouth if I was you, cur."

"Why would I do that, monster?" The man mocked. The man had now rekindled the anger the Doctor felt only a minute ago. He lunged his metal tentacles at the man wanting to tear him apart. The clock struck 7:30.

Not a second had passed when the man had disappeared and re-appeared behind the Doctor. The staff resting upon his shoulder, the metal tentacles sliced into piece.

"What… WHAT DID YOU DO?!" Doctor Octopus screamed at the mysterious man.

The man didn't reply immediately. He turned slowly looking into the Doctor's eyes. "I trust your science is better than your fighting." The Doctor had looked like he'd taken enough embarrassment and was about to attack him again when the man spoke.

"I shouldn't complain though, if I wanted a stronger you I would've gone a little further in time. You are adequate for what I need." He said spinning his staff and planting it upright in front of him. "And I need help with a spider problem."

"A Spider problem?" Octavius repeated. "Who are you?"

"My name is Kang, Kang the Conqueror. I am from the 41st century and I have come to destroy the Avengers and kill Spider-man."

* * *

Light, its home was Earth, in this case, New York City where a web-slinging spider lives. The red and blue teenage leaped from building to building looking down up the city. The sun's rays made the city glitter like a gem. He is perched on the edge of a building watching the sunrise.

 _'Hey everyone, its your Ultimate friendly neighbour Spider-man here. I'm on my way to SHIELD academy where yours truly is student mentor. And totally stoked about what I have planned for everyone today.'_ He monologues inside his head. Siren snatched the wall-crawler's attention. Four men were attempting to rob a bank. _'But looks like I need to stop that robbery. Time for Spidey to get some street action.'_

"Hey, ugly!" He called out the criminals. The four looked up at the spider. "Ha, you looked!"

Almost immediately the men aimed and fired their weapons at Spider-man. The hero dodged the bullets gracefully while making puns. As soon as the hero got close to one of the criminals he spun kicked him into another. "You guys, wouldn't happen to know time? According to my watch it says, Uppercut!"

He jokes while uppercutting the next criminal leaving one standing. The man trembled at the sight of Spider-man, his hand holding the gun shaking.

"Dude, I need to ask you something." Spider-man said to the criminal. The man just nodded. "What kind of shoes do ninjas wear?"

"I Don't… Don't know." The criminal said a little confused.

"Sneakers!" Spider-man joked gleefully. The criminal chuckled at the joke before Spider-man webbed him to a post.

"I'm so punny." The hero said to himself. Unbeknownst to Spider-man a small gold and silver robot crawled its way closer and closer to the wall crawler. The little machine lunged at Spider-man only for it to be pulled away into the shadows. Not before however Spider-man's spider sense went off.

"My Spider sense went off, but there is nothing there." He said to himself. "Huh, weird."

He continued his journey to the Triskelion however he couldn't shake the feeling that he was being watched. His spider sense kept buzzing suddenly only to disappear as soon as it arrived. It had put the wall-crawler on edge. _'What's going on? Is my spider sense on the frits?'_ He thought as he landed on a roof top.

"Gez, what's going with my spider sense?" Spider-man said shaking his head. His attention turns to a thwiping noise. A black and red costume hero swung his way to Spider-man, Kid Arachnid or formerly Spider-man.

"What's up Peter?" Miles asked as he lands next to Peter.

"Err, nothing, Miles." He murmured. "Hey… is you're spider sense doing anything weird?"

"Um… no… why?" Miles asked deeply confused. "Did something happen?"

"That's the problem. I don't really know." Spider-man said shooting web-line. The spider themed hero was now only a few swings away from the Avengers Academy when his web line suddenly snapped. Spider-man found himself plummeting to wards the ground.

"What the?!" He exclaimed.

"Spidey!" Miles screamed out in pure terror.

Spider-man attempts shot another web line only for his web shooters glitch out. Electricity buzzed up and down his arms like tiny lighting bolts. His Spider sense is blazing like an air-siren. "My web shooters, they won't work!"

The hero fell face first towards the ground only to suddenly stop. An extremely long web-line that was attached to his back had stopped his fall.

"Dude are you ok?" Miles asked landing beside Spider-man. His voice his high and frantic.

"Yeah thanks for the save, man." Spider-man thanked. He helped the hero to his feet.

"But… that wasn't me." Miles said shocked. "It was so fast. You were falling and I saw flash and then you were fine!" He exclaimed sounding a little panicked.

Spider-man grabbed the long web line and looked around for any of the other spider heroes, Web Warriors. But no one was there, no Agent Venom, scarlet Spider or Iron Spider. Just him and Kid Arachnid.

"That's… weird." Spider-man said completely un-settled.

In the shadows a female arachnid woman watched the paranoid pair. Her suit was red and blue just like Spider-man's. On her left Web shooter is a small metal circular disk that glowed blue and pink in the centre. The colourful light fade into nothing, all that was left was cold metal. She speaks into her communicator on her right wrist. "Mission log 011, suspect 'Kang the Conqueror' got a bit bold and used his powers. Had to resort using the T.A.S.D. to stop him again. Lucky for us that was his last shot, not unless he wants to fight dozens of heroes and hundreds of SHIELD agents."

On the little communicator screen was a clock that read 9:00. The woman opened a compartment on her silver web shooters/communicator. A small red robotic spider crawled out of it. The tiny robot then left her and followed Spider-man.

"Time to begin operation, Fortify Avengers Academy. Time to play into my territory Artie my boy." She said in an official voice. The spider woman pressed the spider symbol on the centre of her chest like a button and spoke. "Activate Stealth mode."

She completely disappeared in the shadows. At the very moment she disappeared Iron Fist happened to walk by. He looks towards where the woman was but sees nothing. His gazed remained on that spot before walking away again.

* * *

Peter and Miles walked down the grey and blue hallways occasionally looking around. _'Come on Pete, whatever that was must gone. Don't let ruin the plan.'_ He thought to himself. However it was the younger hero seemed to be more concerned then Peter. Constantly he looked back and forward.

"Are you sure we should still do this…" Miles asked concerned.

"Of course. This is a favour from the Avengers, Cap and Iron man approached me about this." Peter pointed out.

"I know… but still…" Miles trailed off thinking about the fate of Peter Parker in his universe. He clenched his fist.

"Don't worry, I got this under control. Plus since that incident back there my spider sense stopped." Peter explained.

"Are you sure that's a good thing?" Miles questioned.

"Miles…"

"Fine, fine…"

"What's going on?" Agent Coulson asked. He approached the pair with a clipboard in hand.

"Nothing, did you get the file I sent you Agent Coulson?" Spider-man asked changing the subject.

"Yes, everything will be ready once you debrief the teams." Coulson explained. "I'm quite impressed you came up with this strategy. This plan you've come with might just work. You've come a long, Parker."

"Aww, you're making me blush Coulson." Spider-man exclaimed childishly.

"File? Strategy?" Miles repeated. "I thought we were just doing a training excise with the Avengers?"

"We are." Coulson said as the training room. Inside all of the SHIELD Academy students were present with the exception of the missing Nova and recently betraying Rhino.

"Alright everyone, it time to fill you on our fun activity for today!" Spider-man said cheerfully; much to the dismay or annoyance to Scarlet Spider. The others heroes appear to accept or ignore Spider-man's behaviour.

"Activity? I thought this was a training regiment, not finger painting Spider-man." Scarlet Spider growled.

"This isn't just any old smash-a-bot-training Scarlet my friend-"

"I'm not you're friend."

"This training exercise I like to call operation Avengers vs SHIELD Academy." Spider-man explained while maintain an out of place cheerful tone. The other heroes seemed taken aback at the premises of the 'training exercise'.

"Today at this very moment we are the Avengers worst enemies." Spider-man said with an almost sinister undertone. "And our job is to take them out."


	2. Chapter 2

Chapter 2

"We are doing what with Spider-man?!" Black Widow exclaimed. The Avengers Black Widow, Falcon, Hawkeye, Hulk and Thor stood shock in front of Iron man and Captain America. All the heroes were gathered inside the Avengers tower.

"He and the students for SHIELD Academy will be launching an attack on the tower at some point between now until tomorrow." Captain America explained.

"Um… why?" Hawkeye asked perturbed. "Could you fill us in a little? 'Cause I doubt Spider-man has become the next big Super villain."

"Mwa, ha, ha, ha, ha, haaa, Greetings Avengers!" Holographic screen of Spider-man suddenly flickered on. On the screen Spider-man was laughing like a clichéd super villain while hanging upside down.

"Or I could be wrong…" Hawkeye groaned.

"What's going on kid?" Hulk asked the spider themed hero.

"Well Cap and I were thinking since other then the incidents with AIM and Ultron we haven't had much of an opportunity to fight as a team. And rather then playing with simulations I thought this would be much more interesting." Tony explained taking a step forward.

"A real-fighting simulation." Cap said inputted.

"The idea is that for today we are 'Ultron' or 'Hydra'. My friends will try to break into the tower and hijack Iron man's computers. If we successfully make it into Tony's lab and upload a 'virus' we win." Spider-man explained. He lifted a USB with the SHIELD emblem on it. "I have the hard drive here that you need to destroy. It will be on my person at all times. You guys will stop us by any means. Just like we will use every mean to get in."

"Sounds simple enough." Falcon remarked.

"Is it Falcon? Is it really?" Spider-man inquired with sinister grin. "Mwa, ha, ha, ha, haa!"

"What's with the evil laugh kid-"

Above the heroes a black swirling mass appeared and grabbed both Hawkeye and Black Widow. Cloak the dark hero had appeared and disappeared with the trained assassins in tow. The other remaining heroes stared in shock at what transpire. Spider-man however seemed quite proud once again letting out an evil laugh.

"Operation Avengers vs SHIELD Academy is a go. Game on Avengers." Spider-man said with sinister bravo before the holographic screen flickered off.

* * *

On the other side of the city a man in black and green armour reminiscent of the Iron man's flew through the city. The armour had a goblin like appearance, on the faceplate were pointed teeth, his hands had claw like fingers, the visor like eyes and lights that glowed an eerie orange and a menacing aura. He stopped in mid-air in front of the Oscorp building. Through the man's helmet he watched Harry Osborn and Mary-Jane Watson talking on the roof. He could hear parts of the conversation.

"Peter said he will be coming later…" He heard Harry say to MJ.

"Both targets in sight." He spoke to seemingly no one.

"Good. Go ahead and pick them up." A woman's voice said in the man's helmet. "Tell them Fury sent you and take them to the SHIELD Academy, then head to Queens to your next target. From there I will see if I can talk with Peter Parker."

The black and green armoured man landed in front of the teens that recoiled at the sight of the man. MJ and Harry stood terrified and confused at the appearance of the armoured man.

"Oh, and good luck Iron Goblin!" The woman's voice chirped before cutting out. The now identified Iron Goblin Walked towards the terrified teens.

"You need to come with me."

* * *

Spider-man knew from the very beginning that taking on the Avengers would be a difficult task within itself. They are the mightiest heroes on the plant, the best of the best. Even with the amount of heroes he has on his side the young heroes can't compete with the Avengers experience and battle prowess. Spider-man had realised this the moment he took on the request from Captain America and Iron man.

At first he thought how would his villains defeat the avengers? The whole reason for this was to help strengthen the Avengers as a team against a 'villain team' like Hydra, like the Squadron Supreme, like Doctor Octopus. That resulted in a lot of trashed plans and a giant pile of scrunched up paper in the dorms. Thinking like his enemies didn't work. So he thought what would he do to defeat the Avengers with his friends?

Then it hit him. He didn't need to defeat them to 'win', he was also sure that smarter bad guys knew this. He needed to use a strategy he used on bad guys a long time ago, misdirection. United they stand but divided they fall.

"HOW ARE THERE THREE OF HIM?!" Hawkeye screamed through Avengers communicator.

Just like Hawkeye exclaimed there was not one but three Spider-mans leading three different teams, all of which the Avengers were fighting. Captain America and Falcon were fighting Squirrel girl, Triton, Ka-Zar, Zabu and Spider-man at the bottom of the Tower. Hulk and Thor were White Tiger, Power man, Iron Fist and Spider-man in the streets a few blocks away from the tower. Inside the tower in the lower levels Hawkeye and Black Widow were facing off Dagger, Cloak and the last Spider-man.

"This is all some kind of distraction, he's separated us too take us out individually. Figure out which one of them is the real deal." Captain America said as he threw his shield towards the teenage superheroes.

"Ka-Zar, grab the shield. Squirrel Girl, use you're squirrels to keep Falcon occupied. You stay with me Zabu." Spider-man ordered the heroes. The Saber-toothed tiger Zabu stood by the wall-crawler growling protectively.

"Last I checked there were three spider heroes at SHIELD Academy." Falcon said trying to fly higher and avoid the Squirrels lunging at him. "Spider-man, Agent Venom and Iron Spider."

"Do we have any Intel to tell them apart?" Black Widow asked while dodging Dagger's light dagger. Spider-man followed up the girl's attack with a punch. Widow barley blocked the aggressive attack.

"Iron Spider is a tech wiz like Tony but with no super powers. Agent Venom on the other hand has Spidey's power plus weapons." Hawkeye said shotting arrows at the floating Cloak. "If we can engage the Spider-men we will at least be able to pick out which one is Iron Spider at least."

"Can I rely on you guys to take the kids out yourself?" Tony asked. He unlike the others was away from the fighting on the top of the Tower. The genius was in front of his main computer guarding it from the young heroes below.

"If you're so worried Stark, then come join us." Thor said as he was locked in battle with Power man and Iron Fist.

"Lets just say I have a hunch." Tony said walking around the Tower in his full armour.

The shadows in the halls moved ominously as he patrolled the tower. Meanwhile outside in the streets, Falcon swopped down on Spider-man and carried the hero into sky. Spider-man struggled in his grip unable to escape.

"No where to go now, Spider-man." Falcon said gripping tighter. Spider-man just stared into Falcon's eyes.

"Dragging me up there was a very ill assumption, Falcon." Spider-man said in a cool matter of a fact voice. He slammed his free hand on his chest, red and gold armour covered the young man's body. This Spider-man was actually Iron Spider.

"Strike One." He said before he used his repulser blasts on the winged hero. Once free from Falcon Iron Spider flew down towards his teammates while firing at Captain America. Steve lifted his shield that protected himself from the attack.

"Iron Spider has been identified." He said into his communicator.

Hulk pinned the second Spider-man on to the road. His arms were held to his sides by Hulk's giant green hand. Power Man attempted to come to Spider-man's defence. Hulk just used his other hand to hold back the other hero. Pushing Power Man into a building.

"Give up kid." Hulk said.

"Not likely, dude." Spider-man said as his costume suddenly changed from red and blue to black. The second Spider-man was Agent Venom. The weapons on his shoulders popped up and blasted the Hulk. "Strike Two!"

Widow ran down the hallway avoiding the daggers of light that sunk into the ground behind her. Both of the assassins heard the commotion with Hulk. Leaving the last Spider-man to be the real one.

"Found you kid." Hawkeye said. He and Spider-man were currently at stalemate blocking and deflecting each other's punches. Hawkeye had the edge of a sharp arrow resting on Spider-man's neck. Spider-man his fist hovering in front of Clint's face. Both stood very still but it appeared that Hawkeye had the upper hand. "Now hand over the virus and surrender while you can."

"Heh. For a bunch of super spies, you're quite gullible." Spider-man said smirking. His behaviour is unusually dark and mean spirited.

"Still playing super villain, kid?" Clint questioned with a smirk. A stinger like object suddenly slides out of his wrist and stopped a millimetre away from Hawkeye's neck. Hawkeyes widen in shock. "Spider-man doesn't have stingers!"

"No he doesn't, punk." The third Spider-man said darkly. He pressed a button on his chest and suit changed from red and blue to red and black. The last Spider-man was Scarlet Spider. "Strike Three, Avengers."

"How many Spider people are you?!" Clint exclaimed comically.

In the higher levels of the tower Tony whipped around every corner feeling uneasy.

"F.R.I.D.A.Y, scan the tower." Tony orders the AI. There was no response. "F.R.I.D.A.Y? Okay he took her out too. Great…"

* * *

Figures seemed to stalk Iron man from the shadows. A pair of silver reflective eyepieces glowed in the dark.

"We will be splitting into 4 teams." Spider-man said explaining in front of all the young heroes. "Team A will be Agent Venom, White Tiger, Power man and Iron Fist. You will target the Hulk and Thor. Get them away from Avenger's Tower as far you can. Don't fight them individually, use combo moves and use speed to out wit them."

Team A seem to understand and nodded in approval. Agent Venom's costume morphed into a red and blue one.

"Team B will be Iron Spider, Squirrel Girl, Ka-zar, Zabu and Triton. Your target is Falcon and Captain America. Keep them in the streets and low in the air. Triton and Ka-Zar, you two focus on the captain and make it difficult to guide the Avengers. Squirrel girl and Iron Spider, you two focus on keep Falcon close to the ground. Zabu, you protect Iron Spider till her needs to use his suit." Spider-man continued as Team B gathered.

Iron Spider's suit retracted to his back revealing a Spider-man costume underneath. Zabu roared as if he was saying his own 'yes sir'.

"Team C will have Cloak, Dagger and Scarlet Spider. Your targets will be Black Widow and Hawkeye. Keep them busy and boxed in the lower parts of the Tower. Box them in and make it difficult for them to move around. Cloak I'll also need you to begin the operation."

Scarlet Spider sighs and tapped his chest and his costume changed from black and red to blue and red.

"Kid Arachnid, you will be with me. We will be infiltrating the tower and uploading the virus." Spider-man said to Miles.

"What's the point of having play dress up, Spider-man?" Scarlet Spider asked annoyed.

"The Avengers will be primarily targeting me since I have the hard-drive. It's too risky to have just one person posing as me. The three of will be able to keep the Avenger's attention divided and away from the tower. They will so focused on finding me that they will miss Miles and I completely." Spider-man explained. "We may not able to beat the Avengers but we can distract them and Infiltrate the tower, making it game over."

"And if the plan doesn't work?" White Tiger questioned.

"Well if it doesn't then that means Avengers Tower is literally impenetrable and we can never worry about ruled by an evil overlord!" Spider-man joked. "Or a bunch of super powered teenagers."

Spider-man pictures chibi versions of everyone triumph over weak chibi Avengers. He brushes away that thought.

"What about Iron man?" Iron Spider asked. "You didn't assign a team to him."

"Don't worry about him. I've got him." Spider-man reassured.

* * *

"Where are you Spider-man?" Tony asked to no one.

" _Will you walk into my parlour?_ Said the spider to the fly." Spider-man's voice echoed around the building. Iron man spun around only to see no one around.

"Actually this is my 'parlour' Spidey." Iron man said looking at towards the balcony.

He could see the Avengers and New Warriors fighting below. A pair of silver eyes in the shadows gleamed behind him. A figure leaped out of the shadows and tackled Iron man out of the window. Iron man and Spider-man flew out of the window and fell towards the ground. Leaving the computer completely unguarded. A figure steps towards the computer seeming to morph out of nothing.

"Surprise!" Spider-man chirped as he let go of Iron man and swung up into the air. Iron man followed him as his suit blasted him into the air. Spider-man chuckled evilly as he landed on the very top of the tower.

"You have all been caught in my web of deception." He laughed like a cliché villain. "Mark my words, Iron man, you and Avengers will fall to the Web Warriors!"

"Web Warriors? Seriously?" Iron man questioned before firing his replusers at the wall-crawler.

Spider-man dodges the attacks while making bad web puns. He jumps around the top of the tower with a certain grace and bounciness. Iron man chased the web-slinger as they went higher and higher. The pair went so high that Spider-man couldn't use any building to web-swing. Iron man then grabbed the wall-crawler's arms pinning them to his side.

"No where to go kid." Iron man said smugly. "Its game over for you and you're friends."

Spider-man just laughed again in a painfully cheesy voice. "Or is it? Tell me Iron man, how many spiders does it take to distract the Avengers and upload our 'virus'?"

Tony raised an eyebrow at his behaviour. He knew the kid had another ace up his sleeve. But what was it? "How many?"

"Answer: 5." Spider-man explained smirking. "3 to slipt them up, 1 to occupy the leader and 1 to upload it on your computer."

Back inside the tower, Arachnid Kid was uploading a file on Tony's computer. The digital clock on the computer read 10:59. "Spider-man, I'm in!" He exclaimed.

"Do the honours, Kid Arachnid!" Spider-man exclaimed proudly. Iron man let go of Spider-man and flew back towards the tower at top speed. Spider-man had nothing to hold on to fell and screamed like a girl. It was however too late for Iron man to stop the young hero.

Kid Arachnid pressed a button on the computer and Nyan cat appeared on every screen and every monitor in Avengers Tower. The cute music practically enveloped the building. The SHILED Academy student roared in victory.

"Huh? Spider-man's plan actually worked." Iron Spider said genuinely surprised.

Kid Arachnid stood by the balcony revealing his presence below. He was about to wave to everyone below when he heard a crashing noise behind him. Miles turned around to see a man in purple, green and silver attire seem to be winded as if he was just in a fight.

"Hey, who are you? Are you ok?" Miles asked approaching the fallen man. As the stranger looked at him however his spider sense went off like an air horn. The digital clock changed to 11:00 on the dot. A yellow light suddenly flashed on the man's chest and everything went to a screeching halt.

Iron man and Spider-man were frozen in mid air. The Web Warriors and Avengers are still and unmoving. Even Miles was frozen and unable to move. The man now revealed to be Kang lifted his spear weapon.

"I can't have people knowing about my presence yet." He was about slice the young hero when a red and blue figure high kicked him off the balcony. Blue and pink light glowed brightly from the figure's left wrist. They both tumbled out of the building a disappeared from sight.

The world continued again. To Miles it seemed that the man just vanished from sight. He looked around frantically for any sign of that man. But there was nothing.

"Nyan cat? Really kid?" Iron man questioned as he landed in the Tower.

"Cats are practically our mascot." Spider-man chirped as he swung into the tower joining the two heroes.

"You could have fooled me with the amount of Spider people you have there, Spidey." Iron man said as his faceplate lifted up. "I hate to admit it kid but I'm impressed. You managed to distract us all and lead a team of 12 other heroes. Well done."

"13! You forgot the tiger." Spider-man corrected. He suddenly notices the other hero looking frantic and distracted. He walked over to Miles and placed a hand on his shoulder. "You ok Kid Arachnid?"

"Its… nothing. I thought I saw something… but it was nothing." He dismissed frowning.

"Only problem is though, now you've accomplished the mission. How do you plan on escaping kids?" Iron man asked smugly. His faceplate went down.

"Uh… Spidey… you do have a plan right?" Kid Arachnid whispered into Spider-man's ear.

"Of course I do!" He quietly exclaimed. He then turned to his communicator in a very panicky and comical motion. "Cloak! If you are done getting everyone else out, now would be a good time to get us out too!"

The said dark hero appeared and disappeared taking the Spider themed heroes with him. "Oh and Tony, that's the 8 hour version of Nyan Cat, have fun!" Spider-man said as they parted. The older hero sighed once he had left.

 **A/N: Hi guys thank you for all the support! Its VERY much appreciated! I've never had so much love and support in such a short period of time! Its kind of inspired me to write faster to be honest! That said however I wanted to bring something up before going too far into the story. And I want to tell you guys now before every SpiderxTiger fan puts my head on a pike! This is NOT a SpiderxTiger story. White Tiger does have an important role in the future its NOT as Spidey's wife. Sorry. I promise you guys you will love for what I have plan for her. That being said however I hope you enjoy the rest of the story anyway. Ta ta!**


	3. Chapter 3

Chapter 3

Kang walked into Doctor Octopus's lab appearing to be winded walking on a slight limp. His purple cape is torn and his visor is cracked. Octavius looked away from his work appearing to be amused at the sight of the ruffled Kang.

"I take you're scouting mission didn't go as planned?" He said smugly.

"You fall off a skyscraper without those arms of yours and see how turn out." Kang snapped almost comically while removing his cape. "I was almost run over by three cabs before meeting with Kraven."

The Doctor smirked at Kang's misery. The golden staff was placed on a table filled with robotic instruments, the ruined purple cape sat next to it. The future man changed his attire removing his helmet and replacing it with an identical one. While his face was completely obscured by the shadows a small orange light glowed on his forehead.

"The bug I planted in the Avengers should be operational yes?" Kang questioned joining the Doctor's side.

"Yes, we have access to all the security cameras in Avengers tower." Doctor Octopus said as videos of the Avengers walking around in the tower appeared on screen. "Even with the appearance of that meddler of yours we were successful."

Kang appeared to be pleased, his arms crossed in a relaxed state. He watches Iron man attempt break the encryption on Spider-man's Nyan Cat virus. Captain America stood beside him puzzled by the rainbow pop-tart cat and asked questions about it to an annoyed Tony.

"Will you be sending more of you're toys to stalk Spider-man?" Doctor Octopus asked using a tentacle to point at the gold and silver bots.

"No, they are redundant. My meddler is shadowing our spider, with her around, it will be impossible for us to spy on him." Kang said coolly. He leans over to the control panel and presses some buttons. "Which is why I sent many of them to places the wall-crawler tends to show up rather than following him."

The Avengers feed is replaced of images of places in New York. Places such as the Daily Bugle jumbo-screen, Statue of Liberty, Oscorp and an outside view of SHIELD Academy.

"However it will only be a matter of time before the meddler finds these cameras and destroys them as well." Kang hummed. "More of them will be deployed in different hiding spots in the same location but we will have to come up with a more permanent solution later."

"What makes you so sure, she will find them?" Octavius questioned.

The view of the SHIELD Academy is suddenly jerked around and the feed cuts out into static. Before the tiny robot was destroyed a pair of silver bug eyepieces stared into the device. The Doctor seemed a little shocked at this while Kang hummed in annoyance.

"I never realised how testing a spider can be when they are you're enemy." He growled.

* * *

Peter Parker ran through the streets of New York muttering to himself. He darted through street after street trying to get to Oscorp.

"Harry and MJ are going to kill me!" He exclaimed. "I'm so late!"

Unbeknownst to Peter a certain spider-themed hero shadowed Peter's movements. Kid Arachnid jumped from building to building attempting to stay out of sight.

"He tells you its nothing, everything is under control, blah, blah, blah." Miles muttered to himself in a sarcastic tone as he landed on the next building. "And what do you do pray tell Kid Arachnid? Follow him like a stalker! A paranoid, over-protective stalker!"

When Peter seemed a little down about something this morning he brushed it off, thinking it was nothing. When Peter suddenly started falling to his death only to be saved by a red and blue flash he became concerned and a little scared. When he saw the mystery man in the tower his freak-out radar went into the red zone. A vanishing man that made his spider sense go off like a rocket, sounds like the perfect suspect for Peter's stalker. Besides of course the stalker following him right now.

Miles stops as he sees Peter enter the towering building that is Oscorp. Despite the friendly visit the last time he was here. Miles couldn't help but get the creeps every time he sees this building. Maybe in this world it wasn't so bad but in his world that building represents a whole lot of pain and heartache for a lot people. For a lot fellow heroes this place was home to a mad man that killed their friend and fellow hero.

Miles sighed as his thoughts drifted back to his world. His mom would be all alone, no dad, no uncle Aaron and no Miles. And his best friend Ganke, how was he doing? _'Did mom tell him what happened?_ _He knows I'm Spider-man so he should. I even told about the whole meeting Peter from another world thing.'_ How would Fury explain his absence from school? By the time he gets back will he be kicked out? ' _And Kate! She doesn't know! She probably hates me now!'_

Miles held his head and groaned. All of these thought were ringing almost hurting his head. ' _Hurt? No that's my-'_

"SPIDER SENSE!" Miles gasped.

* * *

Inside Peter was going up the elevator fidgeting. His thoughts whirling around the fact that Peter Parker hasn't spoken to MJ for months. With everything that's been going on as Spider-man he's barely had anytime for Peter Parker much less Harry and MJ. And now he was late. _'Way to go Pete, how are you even going to start explaining what Peter Parker has been up to?'_ He pictures a chibi Peter in a private school uniform. _'Hey, that could work…'_

 _'Or… I could tell them the truth…'_ That thought hung at the back of his mind. He hated lying to his friends. He hated the fact he has to hide that he is Spider-man. Things are only going to get crazier with Doctor Octopus forming the next Sinister 6 with Hydra. With Fury and Nova missing, things were only getting worse. Agent Coulson and Agent Hill were busy trying to make sure SHIELD didn't fall apart leaving Spider-man to lead SHILED Academy. Peter wasn't even sure if he could handle all of this.

Beating the bad guys was no sweat. Leading his teammates, all good. Finding new recruits was also fine. Organising training schedules not bad. Scheduling with the bigwig heroes, out of you're mind exciting. But top that off with fighting Doctor Octopus and stopping him form the next Sinister Six plus any other bad guy causing trouble every two minutes and doing all of this all at once. Exhausting. Now he knows why Fury is always grumpy.

His thoughts were interrupted as the elevator doors opened. A man in black and green armour stood in the middle of the Osborn's living room.

"Mr Parker… here already?" The man questioned, his voice metallic and somewhat familiar.

"Who… who are you?!" Peter barked while slowing walking backwards to the elevator.

"Computer, stop the elevator." The man ordered, trapping Peter.

The armoured man walked closer to him and grabbed the teenager's wrist in a vice like grip. Peter struggled but the grip was so strong it was if Iron man had grabbed him. Peter Parker couldn't get out of this one, but can Spider-man?

"Looks like we don't have to hunt you down." He said in a neutral voice.

 _'Hunt me down?'_ Peter thought panicking. _'Is after Spider-man?! How could he know?! What does he want?'_

A yellow blast suddenly hits the armoured man. He staggered a little before looking up. Standing on the opposite end of the living room Norman Osborn, AKA Iron Patriot stood ridged. His form appears to be shaking in anger.

"Take you're hand off that boy!" He screamed his glove glowing bright yellow. "I don't know who you are but you think you invade my home, terrorise my son, terrorise Miss Watson and hurt this young man, you have another thing coming!"

"Peter!" Harry and MJ stood behind Norman with concerned etched across their faces.

The armoured man just stared at Iron patriot as if he was analysing him. The man than pulled Peter in front of him as if he was letting him go. Peter had only taken a few steps forward till he heard two mechanic pops came from the man. In his hand are two orange objects. Peter's spider sense went off.

"Wait-" He flung little orange pumpkin objects at Iron patriot. They were a cartoony version of pumpkin bombs.

"HARRY RUN!" Iron Patriot screeched. Harry did as he was told and bolted grabbing MJ with him.

Two green explosion stunned Iron patriot causing him to step back. The man then pulled Peter back behind him. Peter's back slammed into the elevator, he slide down it slightly stunned.

"Ahh, watch it dude!" Peter exclaimed.

"I can't have you running away, Mr Parker." The armoured man said securing his wrists with a pair of black metal cuffs. "You're coming with me whether you want to or not."

 _'Could this be the guy setting off my Spider sense? The one who tired to unalive me?'_ Peter thought in horror. As the green smoke cleared the goblin like man aimed his gauntlet towards Iron Patriot. An orange energy blast hit the man across the room.

"Mr Osborn!" Peter exclaimed.

A red and black blur kicked the armoured man knocking him away from Peter. The villain lost his footing as slide across the room. Kid Arachnid had entered the fight. He landed gracefully in front of the intruder falling into a crouching stance.

"I wouldn't do that if I was you." He exclaimed.

"Hmp, so the backup has arrived." The man said in an amused tone. "But you're not the only one with friends."

"Um… that doesn't sound ominous at all!" Kid Arachnid joked little nervous.

"What's that over there?" Iron patriot questioned looking out of the giant window. Amongst the buildings and blue skies an object flew straight towards them.

A floating figure was flying straight towards the Oscorp building. A very familiar sound hummed as it came closer and closer, the sound of a goblin glider.

The glider and its passenger smashed through windows spreading shards of glass everywhere. The silver glider stopped a few feet in front of the Kid Arachnid. On the machine was a lithe woman in a red and blue spider themed costume, similar to Spider-man's, a pair of large silver web-shooters acted almost like bangles on her wrists. The woman's costume however seemed a little torn and roughed up in few places. Cuts and scratches cover her body but most notably her left eyepiece is cracked.

"Pizza delivery for the handsome man in the Goblin suit!" She joked.

"Another spider?!" Peter exclaimed at the sight of the woman.

"Heh, what took you so long?" The armoured man spoke. He flew over Kid Arachnid and joined her side. "And what happened to you, Spidey?"

"Fell off a giant skyscraper, almost got run over by five cabs and I got lost." She listed in a cheerful voice. "Yeah, it wasn't fun."

"Who- who are you people?" Kid Arachnid asked a little nervous. He steps towards Peter in a protective stance.

"Hmm… well…" The woman murmured as if she was deciding what she should say. "I am the Ultimate web stunner Spider Girl and this is my buddy the Incredible Iron Goblin." Spider Girl proclaimed in a cheerful voice.

"Iron Goblin?!" Iron Patriot exclaimed angrily. Although his face is masked it was obvious that Norman was glaring at the new goblin.

"Hey, don't be mean, Goby is a sweet-heart and a charmer!" Spider Girl pouted childishly.

"Sorry, but all the Goblins we have come across aren't as nice as you're friend." Kid Arachnid shot back. "No offense Mr Osborn."

"None taken." Iron patriot said joining Kid Arachnid's side. "Lets work together to rid these copy cats."

"I'm with you on that Storming Norman." Miles chirped.

Iron Goblin leaned over to Spider Girl whispering her ear. "What do we do now?"

Her gaze fell upon Peter and Kid Arachnid. "We leave, this plan is a bust. We will have to try something else. Pass me a smoke pumpkin."

The armoured man did she asked and passed Spider Girl the orange pumpkin bomb. She then looked to the heroes and lifted her hands in defeat.

"I have a message for you two to deliver to Spider-man." She said calmly.

"What makes you think I'll do anything you say after what you did to my son and his friends?" Norman growled. His gauntlets glowed bright yellow.

"Oh cause one way or another this affects you too, Iron flag man." She said smugly. "And if it can affect you, it will certainly affect you're son and you wouldn't want would you."

"That's enough!" Miles snapped at her threat.

Norman went silent after that but did not lower his weapon. Kid Arachnid's eyes narrowed and stepped forward. Spider Girl's glider flew lower hovering only centimetres off the ground. Their faces are only inches away locked in tense glaring contest.

"You are…" Spider Girl said tensely lifting her hand. She pinched Kid Arachnid's cheeks. "ADORABLE!"

"Hey! Stop that!" Miles squeaked swatting the girl's hand away.

"You're so tiny! Are you like ten?" She giggled taking a step back.

"I'm not ten!" Kid Arachnid shot back waving his arms up and down childishly. "And don't you have some super important message or something, Spider-lady?!"

"Spider-Lady?" She questioned tilting her head. "I like that! And I do, I just wanted to lighten the mood, cutie-pie."

Spider Girl giggled as the glider lifted higher almost twirling back into the air.

"Tell Spider-man someone is after his head on a silver platter. And this is not the usual bad guy 'I'm going to get you next time spider-man!' I mean he really, really wants to unalive him. And he will not stop pursuing him till everything he loves is gone." Her voice is firm and serious. Spider Girl's gaze falls on Peter.

Her gaze seemed to narrow. "And he will risk everything to see Spider-man's destruction." She kept staring at him and Peter gasped in shock. _'She knows. She knows I'm Spider-man!'_

"So watch out for a scary purple and green man with a shiny stick!" Spider Girl chirped. Iron Goblin placed something in Spider Girl's hand that the others couldn't see.

 _'Purple and green man?!'_ Kid Arachnid repeated in his mind. The description matched the man in Avengers Tower. All of Miles's suspicions had been confirmed but he was not happy. If anything his mind went into extreme panic mode. His body stood ridged in front of Peter.

"Bye-bye!" Spider Girl squeaked childishly. "Oh, and CATCH!"

She then pegged a green and black pumpkin bomb, a real pumpkin bomb, at the helpless Peter Parker.

"NO!" Miles and Norman screamed in terror. Kid Arachnid tackled Peter to the ground at light speed. Iron Patriot pulled the pair close to him in attempt to protect both of them. The object bounced off the ball and to the ground harmlessly.

"It was a dud." Norman breathed a sigh of relief. Then Spider Girl threw an orange pumpkin bomb at the heroes huddled around Peter. The orange orb bounced off the elevator doors before spewing out green smoke. Smoke and loud coughing from Miles and Peter filled the room.

The smoke filled the living room making it impossible for anyone to see in front of them. As the green cloud cleared Spider Girl and Iron Goblin were long gone.

* * *

Kang and Doctor Octopus were in the lab. The camera they had set up at Oscorp had caught everything. Octavius held a sinister grin on his face. He was personally glad at how shaken Norman Osborn appeared to him. The armoured man was terrified and cornered trying to protect the children. The only thing that irked him was the fact it wasn't him torturing the Osborn.

"So this our meddler." He mused. He played back the recording of Spider Girl. The screen was now covered with different angles and segments of her and Iron Goblin's intrusion. "Another spider."

"She isn't as strong Spider-man but she is fast and has an interesting power he doesn't have." Kang imputed. "Spider Girl powers were not given artificially like Spider-man, she was born into them, I'm not even sure if we can call her human or a rare kind of mutant. She would make a great test subject for you, Doctor."

"A fine subject indeed." Doctor Octopus purred delighted at the aspect of dissecting her.

* * *

In blue steel room far from the troubles of Oscorp Tower and Hydra Island, Iron Goblin and Spider Girl sat alone. The room is filled with bunk beds and soft blue lights. The metal architecture is strikingly similar to the SHIELD Academy dorms. In the corner of the room the silver goblin glider sat deactivated. Spider Girl is lying down on one of the beds while Iron Goblin is sitting by a large computer monitor with his helmet off. His fingers dance across the keyboard as he looked through news article after news article. Spider Girl let out an exaggerated sigh.

"Well that went delightfully well." She said sarcastically.

"It wasn't that bad." Iron Goblin said off handily.

"Are you kidding me Normie? This couldn't be even more messed up." Spider Girl grumbled sitting up.

"I admit the plan wasn't as well thought out as you're usual ones-"

"No this whole situation is messed up! Us being here! Of all places!" Spider Girl exclaimed with her arms waving.

"I think you're dad has been in stranger situations then this." He laughed. "He after all did classes on them."

"Urgh, that reminds me, he is going to kill me once we get back!" She sighed unhappily falling back on to the bed. "Could things get any worse?"

Iron Goblin sighed and turned around to Spider Girl. His face bore a striking resemblance to the Osborns. He walked over to the beds where Spider Girl was lying down and placed a comforting hand on her shoulder.

"I understand you're upset and this is pretty bad. But you're the strongest and smartest person I know May and I know you can get us through this." He said in a soft and comforting voice.

"Normie, have I ever mentioned you're the sweetest person on the planet?" Spider Girl asked.

"Only the world? According to my wife I'm the sweetest person in the universe." Normie laughed.

"Ooh, not sure about that Normie, there are lot of aliens out there." She smirked. Spider Girl leapt out of the bed and onto the ground.

She began pacing back and forth as the gears in her head turned. A plan was formulating in her mind. A few minutes she snapped her fingers and turned to Normie.

"Ok, I have plan. Its obvious Spider-man figured out that I know about his secret identity; Obvious staring being obvious. Knowing him he's going to go into paranoia mode and stay at the Academy or try and hunt us down. He'll also get more SHIELD agents protecting Aunt May. I'll need you to stay here and keep the T.A.S.D. field up to protect the Academy. I'll keep shadowing him every time he leaves." Spider Girl explained her plan.

"I don't like you're shadowing him alone." Normie said in a low voice. "What about the Spider bot you sent, Jerry?"

"Yeah, Artie took a page out of my book and destroyed it hours ago." In Spider Girl's hand are the remnants of a little spider robot.

"Not Jerry!" He gasped.

"I know right?!" She pouts comically. "This why I need to shadow him. A machine is not going to cut it and we are the only ones here. Till help comes we will just have to make do."

Normie didn't appear to be happy but did not press the issue anymore. "What if we can't go back?"

"We will Normie, one way or another." Spider Girl said calmly. "We will find away back to the future."

 **A/N: Tada! And another chapter down. Hope you guys enjoyed this. I apologise for any mistakes, I sometimes miss things.**


	4. Chapter 4

Chapter 4

Peter had officially gone into absolute panic mode. It had been a week since the incident at Oscorp and Spider-man had practically drowned himself in SHIELD work. He organised training sessions, classes, leading and organising teams, and beating d-class villains daily. Even worse, every time he stepped foot outside of SHIELD Academy his spider sense would go off like an air siren every five minutes only to see nothing or a flash of colour. Then there was no sign of Spider Girl and Iron Goblin. Since the incident they had disappeared, like they never existed. Miles however was convince that they were still out there and stuck by Peter's side like glue. The younger hero had practically become Peter's shadow, following him everywhere. Protecting him from any possible attack no matter how ridiculous the source. And to top it all off, Peter was convinced that Spider Girl knew his identity. The way she looked at him was like she was staring right into his soul. Uncovering every secret and lie he ever told. It weighed heavily on his mind. Not even ten minutes after the incident Peter requested SHIELD to send several agents to guard Aunt May. The paranoia was getting to him.

All of this work and stress had come to point where he can barely even sleep, every five seconds he would start nodding off in the middle of a task. Right now however Spider-man is with Captain America and Iron man. He is supposed to compare notes with them about the new Hydra being lead by Armin Zola and Doctor Octopus. Spider-man had notes, files and photo presented on a giant screen for the Captain and Billionaire. In his arms is a clipboard of notes and things he needs to do next for the school.

"So…. Armin Zola… is now… Hydra Island…. Saturn…" Spider-man's head leaned forwards and he became silent. Soft breathing noises escaped his mask.

Captain America and Iron man blinked and looked at each other. Tony started waving his hand in front of Spider-man's face. He got no reaction from the wall-crawler. Spider-man had fallen asleep standing up.

"Kid? You ok?" Iron man asked lightly shaking the teenager.

"Hmm… YES!" Spider-man jolted awake. "Um, where were we?"

"Hydra Island's location." Steve said with a concerned look on his face. "Are you sure you're okay Spider-man?"

"Yep! Fine! Dandy! Super! Moving on!" Spider-man said in a more upbeat and hyper voice. He attempts to hide his drossiness from the Avengers.

"While you guys were away taking care of AIM, Hydra took over the Tri-carrier and turned it into Hydra Island. The take over was lead by Armin Zola and one of my bad guys Doctor Octopus. The Web warriors were able to shoot the Hydra Island back into space and we thought that'd be the last of it." Spider-man explained.

"But it wasn't." Captain America said crossing his arms. His face is unmasked as he stares at the screen in front of them. It showed footage of the attack on New York and the captured heroes put on display.

"Correct. We had Doc Ock in captivity when one of our own betrayed us and took Agent Venom, after the Lizard incident." Spider-man explained as footage of the incidents played. "Scarlet the new recruit and I followed Kraven the hunter back to Hydra and rescued Agent Venom. There we discovered that Hydra Island is floating in space by Saturn."

"Why didn't Fury inform us about this?" Captain America asked.

"Didn't you know, Fury's been missing for weeks." Tony inputted. "I've been trying to track him down but I got nothing. He took the space kid with him too."

"Nova." Steve corrected. "I noticed he wasn't with the others at the training exercise last week. But why would he take him and not any other agents or even Spider-man?"

"He needed the kid to run things here." Tony suggested. "I've been tracking the kid's progress ever since he left the Avengers and almost every student that has joined this academy, Spidey had something to do with it."

"He's a natural leader." Steve remarked.

"Or a more inviting face then eye-patch." Tony scoffed. "If Agent Hill was in charge this place would be more like SHIELD's boot camp. Heck some of these recruits would have been a SHIELD prison. Cloak, Dagger, Agent Venom, Triton and well Rhino."

At the time a video feed of Rhino capturing Agent Venom was on screen.

"He's just a kid Tony." Steve said softly.

"They are all kids, Cap." Tony remarked.

A loud snore had suddenly come from Spider-man. Tony and Steve looked to Spider-man to see he had fallen asleep standing up again.

"Spidey is no exception and he's running the whole place." Tony said grabbing something from his pocket. It was a pen and some sticky notes. Steve raised an eyebrow.

"Tony, what are you doing?" Steve asked.

"Seeing how many I can stick on the kid before wakes up. I've been doing it to the other spider kid over there." Tony said pointing to a passed out Kid Arachnid in the corner. The smaller spider hero was covered in yellow sticky notes with little drawings. His camo-mode was in time with his breathing, appearing and disappearing in the corner.

Tony stuck a sticky note with a moustache on it on Spider-man's face. "Hey look, he finally hit puberty."

The meeting room doors suddenly opened and White Tiger, Agent Venom, Power man, Iron Fist and Iron Spider walked in.

"Namaste, Captain America, Iron man." Iron Fist bowed and greeted Steve and Tony. Power man picked up Spider-man slinging him over his shoulder. The wall-crawler woke up with start.

"Hey, what's going on?" He exclaimed.

"Congratulations, you've upgraded your Spider-man to Iron Spider." White Tiger said to Tony and Steve.

"Does he come with cup holders?" Tony joked.

"Umm, can someone explain to me what's going on?" Spider-man huffed.

"We need to talk." She said firmly.

"But-"

"No Buts dude!" Agent Venom exclaimed carrying Kid Arachnid in his arms. The sleeping teenager looked tiny in his arms.

"I'll take care of things from here." Iron Spider provided holding Spider-man's clipboard. Lead by White Tiger, Power man, Iron Fist and Agent Venom existed the room with the sleepy spiders in tow.

"Before you go." Tony stuck a sticky note that said 'Iron man's sidekick' on Spider-man's back. "Okay, so about those cup holders."

Steve sighed.

"Um, what was that all about?" Spider-man growled still being carried by Power Man. The four teenage heroes were walking in the corridor carrying both spiders. Miles was peacefully sleeping in Agent Venom's arms.

"Ever since Fury's been gone you've decided to step up and lead the Academy. I get it, someone has to do it." White Tiger explained.

"But you don't have to do it alone Spidey." Power Man said supportively. "We've got your back."

"Stress is not what happens to us. It's our response to what happens and response is something we can choose." Iron Fist said cryptically.

"Stressed! I'm not stressed." Spider-man exclaimed.

"Yes you are." Ava, Luke and Flash said at the same time. Ava crossed her arms. "Which is why you are going back to the dorms to rest and taking the day off tomorrow."

"But what about-"

"I'll will be taking care of the Academy while you are gone." White Tiger interrupted.

"What about Doctor Octopus and Hydra?!" Spider-man exclaimed. "They could strike at anytime. Who knows what evil plan they have next!"

Meanwhile on Hydra Island in the middle of Space, laughter echoes from Doctor Octopus's lab. Kraven the Hunter, Electro and Beatle were in the laboratory watching the screens laughing. Footage of Avenger's Tower played. Falcon and Ant Man were placing bets on whether Hawkeye could flick a pea into Black Widow's hair from across the room without her noticing.

"Pass the pop-corn Beatle." Kraven requested.

"Why do you even have pop-corn if your not going to take off your helmet?" Electro asked the villain. Beatle just shrugged his shoulders.

Ant man betted he could do it, Falcon betted against it. The pea bounced off the walls and inanimate objects in the room. Before it landed in Black Widow's hair she caught it between her fingers. In seconds she pinned down the archer using only her legs.

 _"_ _NATASHA!"_

 _"_ _Told you."_

Kraven and Electro burst into laughter at the sight.

"What are you hooligans doing in my lab?!" A very angry Doctor Octopus exclaimed.

"I swear I didn't let them in." Kang said with his hands in surrender.

"We will be fine." White Tiger reassured. "Its what we've been training for. We don't need you babysitting us."

"But what about Spider Girl and Iron Goblin?!" Spider-man exclaimed remembering the two mysterious supers. "Those two are dangerous, who knows what they are up to!"

Spider Girl and Iron Goblin were in they're base. Spider Girl wore a pair of wielding goggles over her mask. She was tinkering with the little red spider robot. The little robot she was working on suddenly started to move its legs.

"ITS ALIVE! Jerry is alive!" She exclaimed happily.

"Really?!" Iron Goblin chirped. He leaned over her shoulder. Jerry the robot suddenly stopped moving. "You're losing him!"

"NO! Jerry!" Spider girl screeched comically. "Stay with me baby spider! STAY WITH ME!"

"Did she say that Peter Parker was Spider-man?" White Tiger asked.

"Well… no…" Peter admitted.

"What did she do to make believe she does?" Power Man asked.

"She… looked me…" He said sounding pathetic. "Look I just had this feeling, the way she looked at me. When she was talking about Spider-man she was talking about me. Almost to me."

"That's because you are Spider-Man, dude." Flash provided.

"That's not what I mean!" Peter exclaimed comically. "I just had this gut feeling. Like it was an inside joke."

"Intuition." Iron Fist provided. Spider-man nodded. White Tiger sighed.

"Even if she does know, hypothetically speaking, you've done all you can to protect Aunt May and you haven't even seen them for a week. They could be all talk and no action." White Tiger explained with a cool head. "Either way, you are taking a day off."

"Which you are spending with MJ and Harry." Flash said. "Cho and I organised that. We told them you need some time away from 'private school'."

"Are you sure about this guys?" Spider-man asked.

"Yes, you NEED this." White Tiger pressed.

"He is richest who is content with the least, for content is the wealth of nature." Iron Fist said cryptically.

The other heroes gave him a blank look not understanding the quote's meaning. A moan came from Kid Arachnid. Miles woke up.

"Hey, who turned out the lights?" He had sticky notes covering his eye pieces. Agent Venom ripped them off. "Oh, thanks!"

"How do I look Normie?" Spider girl's form was in the shadows. Iron Goblin or Normie turned to look at her. She was out of her superhero tights and into some civilian clothing. She wore blue skinny jeans and a black T-shirt with a silhouette of a woman in red and the word 'Power' in red underneath. Short brown hair lightly touched her shoulders.

"Like a civilian." He said.

"Perfect. Got to look the part for Mr Parker's day out with friends." She chirped. "I'll shadow our spider and keep an eye on things. Plus it's a good day to get out of the costume."

"We will also have eyes on Harry Osborn and Mary-Jane Watson. Both could be used as targets." Normie said turning back to the computer. "Are sure you will be fine on your own."

"I'm not alone. I have Jerry!" She exclaimed. The little red spider robot was in her hand. It made a few excited beeping noises. "Plus I'm pretty sure Agent Venom, Kid Arachnid and Iron Spider will be tailing Peter too."

Normie raised an eyebrow.

"I'll be fine, I beat you didn't I?" Spider girl laughed. Normie sighed.

"Fine, but keep Jerry with you at all costs and incase something bad happens, call me, please." He strained.

"But-"

"Call me."

"What if-"

"Call. Me."

"Normie-"

"May…"

"Fine." She pouted. Spider girl placed a backpack on her back. She opened the door to the corridor. She moved around in the shadows and disappeared from sight.

A/N: Hey guys! Sorry it took so long, I've been really busy. The next chapter also won't be up for awhile because I am taking a break.


	5. Chapter 5

Peter ran on his way through the streets of New York City. He bypasses dog walkers, newspaper stands and buskers. He clumsily knocked some stuff over only to pick them up in a hurry. He was late again. The spider hero eventually made it to a café called The Silver Spoon. Mary-Jane and Harry were standing outside.

"Guys! I'm so sorry I'm late-"

"Actually you're on time, I just told you to come at an earlier time so you would show up on time." MJ interrupted smiling.

"Oh." Peter seemed taken aback.

"Lets go inside." Harry grinned. "I hear the food here is great."

As the trio enters the café, a girl watches them. She follows them inside. Across the street Kid Arachnid, Agent Venom and Iron Spider watched Peter from above. They were acting as bodyguards today.

"Guys, I could of totally done this on my own." Kid Arachnid complained.

"Miles, you haven't slept in days. You have bags in your bags." Agent Venom poked him.

"And you've fallen asleep while web swinging 10 times today." Iron Spider retorted. "You should have stayed with Scarlet Spider."

"Wait… did we leave Scarlet Spider in charge?" Miles suddenly asked.

"No, White Tiger is in charge. Scarlet is helping her with any spider stuff, duh." Agent Venom explained. "You fell asleep standing up again while we were talking. Your worse then Spidey, dude."

"White Tiger and Scarlet Spider? I mean… he barely likes us… and barely gets along with us… but…"

"I'm sure he will be fine." Iron Spider reassured.

"Uhhh…" Agent Venom and Kid Arachnid gave Iron Spider a doubtful look.

Meanwhile White Tiger and Scarlet Spider are ready to tear into each other. The other heroes can barely hold them back.

"Tiger! Calm down!" Squirrel girl, Triton and Ka'zar were holding her back. Power man and Iron Fist held Scarlet back.

"Not till I tear him into pieces!" White Tiger snarled.

"Like you could even touch me Kitty cat." Scarlet snickered.

"You two need to chill!" Power man exclaimed. The heroes pull them farther away from each other.

"There is no need to fight friends." Iron fist said calmly.

"I'm not your friend." Scarlet snapped. "And I'm not listening to control freak."

"You are impossible!" White screeched. "All I'm asking you to do is do it right!"

"I did! You freak!" He yelled.

"No you didn't! Its still not perfect!" White exclaimed.

"Is anyone else missing Spider-man already?" Squirrel girl sighed.

"No! I can do this! He needs time off." White Tiger said calming down.

Scarlet stared at her and sighed. "I'm only doing this so I can stop that idiot from falling asleep on me… again." He admitted.

"So... are you two good?" Power man asked with caution. They both nod. The heroes slowly let go of White Tiger and Scarlet Spider.

"… Control freak."

White Tiger screams and tackles Scarlet Spider.

"Maybe not." Kid Arachnid and Agent Venom said at the same time. Agent Venom suddenly notices someone else enter the café. "No way…"

He jumps into the alley way suddenly and disappears much to the confusion of his partners. The three teenagers sat at a table inside the Silver Spoon and talk. The mystery girl sits at a table on the other side of the room. She watches them.

"Flash said you've been really stressed." Harry said concerned. "I guess the whole attack by a Iron Goblin thing didn't help either."

He almost sounded guilty for the 'weak' and 'innocent' Peter Parker getting caught up in this. Peter tried to brush it off.

"No its fine!" Peter exclaimed. The girl moved closer to them. One could almost hear Jaws theme music as she closed in on them. "Its just I've been busy."

"Did the Iron Goblin hurt you?" MJ asked. The girl put a menu up, covering her face.

"Dad said he tried to abduct you." Harry added on.

"Not really." Peter admitted. "Just a little bruised."

Peter suspected it was to do with him being Spider-man. Well that's if Spider Girl and Iron Goblin know it's him. The girl was right behind Peter.

"Dad is really upset with this guy, he wants to hunt them down." Harry explained.

"I guess I'd be upset too if some crazy person broke into my home and terrorized my family." Peter shrugged.

"No, I think its more then that." Harry said deep in thought.

"Really?" MJ questioned.

"I guess… he hasn't really talked to me about it but… Dad became the Iron Patriot to move on from being the Goblin. To protect me and redeem himself from the bad things he did as the Goblin." Harry explained.

"But now some guy going around in armour like your dad's and calling himself a Goblin isn't helping." MJ said, putting the pieces together.

"Yeah, and I'm worried that if he obsesses over it he could get himself into trouble again." Harry said concerned.

 _'_ _Just like when he was obsessed with Spider-man.'_ Peter thought solemnly. The girl puts the menu down. Peter's spider sense goes off.

"Well look what we have here." A male mocking voice said. Peter recognized it. Standing in front of them is a chubby teenage boy with a shaved head. He wore a football jersey and a smirk on his face.

"Kong?" Peter exclaimed.

"What are you doing here?" MJ glared at him.

 _'_ _Meet Kenneth McFarlane or Kong, he was Flash's best buddy before he moved schools. He and Flash were the football stars of Midtown. They were inseparable. And what was his and Flash's favourite pass time? Guess.'_

"Hey Parker!" Flash and Kong sang together. "Locker Knocker time!"

The two boys towered over him and cornered a skinnier and glasses wearing Peter Parker. They shove him into a locker and laugh at his misfortune.

"Yeah! Teamwork!" They shouted together, fist bumping. Peter groaned in distain.

 _'_ _But hey, if Flash changed maybe Kong has changed.'_

"Well if it isn't my old punching bag, Puny Parker." He snickered with a big grin. "How about we go outside and see how far I can shove you in trash. For science of course."

 _'_ _Or not.'_

"Hey buddy." The girl sitting behind him spoke up. She had short brown hair that just touched her shoulders. She wore blue skinny jeans and a black T-shirt with a silhouette of a woman in red and the word 'Power' in red underneath.

"In case you haven't notice, this isn't a playground where you can bully cute little nerds. You're in the real world." She said standing up. "And in the real world, when big guys like you pick on that guy's customers…"

She pointed to a man behind the counter staring at Kong and the others. He had a disproving look.

"… It doesn't end well for the big guy." She said smiling.

"Why don't you mind your own business lady?" Kong said frowning.

"Kong." Flash had appeared behind Kong. He was back in his normal clothing; the symbiote disguised itself as a hoodie.

"Flash!" The bully smiled brightly.

"Can we talk outside?" Flash asked smiling a little.

"Sure buddy!" He seemed to forget about Peter and the girl entirely. Flash and Kong left the café.

The girl watched Kong and Flash leave. She waved at them smiling innocently. The girl then turned to trio. "Well that ended better then I thought it would."

"Yeah… thanks." Peter said a little shocked. "Um…. Who are you?"

"May, May Day." She introduced herself. Something about her seemed oddly familiar to Peter.

"Want to join us?" Harry asked smiling. May nods and pulls up a chair. "I'm Harry, this is Mary-Jane and Peter."

"Nice to meet you." She said with an innocent smile. There is a knowledgeable glint in her eyes. As if she already knew who they were.

Flash and Kong were standing in an alleyway talking. They were laughing telling each other stories and catching up. The way Kong spoke with Flash you wouldn't guess he was just about to bully Peter moments before.

"It's been way too long, dude." Kong said grinning.

"Yeah." Flash said smiling. It's been a long time since Flash had something so normal like this, the sacrifices of being a hero.

"To bad there aren't any lockers around to shove that nerd in. Then it would really be like the old days." Kong snickered. Flash's expression faulted.

"Are you still doing those things at your new school?" Flash asked.

"Yeah dude! I'm practically the King, King Kong." Kong snickered. Flash frowned. "What's with that face? Don't worry its not as fun as we did it together."

"Kong… you should stop." Flash said frowning.

"What are talking about?" Kong questioned.

"Stop being the bully." Flash said a little firmly. "I mean it. I want you to stop."

"Dude, where is this coming from?" Kong asked frowning. "Has puny Parker suddenly become the Hulk or something?"

Flash laughed. "No, that's not it."

"Then what is it?" Kong asked. "Your acting weird dude. What happened?"

"Nothing I… I'm done with the bully act. I want to do something better now." Flash said determined. "I'm done pushing the little guy around."

"Why? What's with this whole goodie two shoes act?" Kong retorted.

"Look… you remember Alex right?" Flash asked.

Kong nods. "Yeah that little-"

"I kept pushing him around and giving him a hard time, even after you left. Then he changed, he turned himself into a monster and now he's gone because of me." Flash said looking down. Kong gave him a long hard look.

"You couldn't of known what would have happened…"

"I shouldn't have been doing it in the first place. Parker-Peter had already made me promise to-"

"Woah, woah!" Kong interrupted frowning. "Parker? Since when do you listen to him? If you were in trouble why didn't talk to me?!"

"It's not like that Kong-"

"No, we are suppose to be friends! Why didn't you tell me?!" Kong exclaimed angrily.

"I'm sorry I guess I've been busy since I'm at the Academy-"

"Wait, you moved schools?"

"…. Um." Flash trailed off.

"I can't believe this." Kong growled and brushed past him bumping him harshly. "Just forget it. You've changed, man."

Flash sighed. "… Yeah I have."

Kong gave him one last look. "Call me when the real Flash Thompson is back."

Kong walked out and out of sight. Flash had this guilt-ridden look on his face. The symbiote whispered some comforting words to Flash. It didn't like how Kong made his Flash feel bad. His communicator suddenly lit up. Iron Spider was calling him.

"Get up here!" He ordered. Flash nods. His clothes morph into the suit. He then crawls up the side of building.

"What's going on?" He asked.

"Something is happening at the Academy!" Iron Spider exclaimed. "I just got an SOS by Power man, Iron Fist, Triton and Ka'zar! Even Tabu called in!"

"Wait… how does a saber tooth tiger from a like billion year old jungle use an electric phone watch?" Flash questioned.

"Actually quite easily. You took longer to use it properly." Iron Spider remarked.

"What kind of magic watch doesn't let you play flappy bird?!" He exclaimed.

"When you lose and break it 15 times." Cho exclaimed. "We call it the Flappy incident."

"Oh."

"We need to go back."

"What about Peter and Kid Arachnid?" Agent Venom asked.

Kid Arachnid is facedown on the building, snoring loudly. Agent Venom poked him with his foot. He didn't even budge.

"I will stay here an keep an eye on both of them. You go back." Iron Spider said. Agent Venom nods and swings off. Once he was gone Miles shot up suddenly.

"I wasn't sleeping Banana Man!" He exclaimed. Iron Spider groaned and shook his head.

"You and I both know this is ridiculous." Iron Spider sighed. There is a small whoosh noise and his body suddenly became ridged. Miles doesn't notice.

"I know, I know, this is stupid, but I can't help but feel something horrible is about to happen and if I'm not there to stop it Spidey will get hurt." Miles admitted not looking at him.

Iron Spider fell on his side making a loud clank noise, startling Miles.

"Iron Spider? Cho!" He kneels to his side. There is a small gold and silver robot attached to his suit. It creates sparks that go up and down the suit. Paralyzing the hero.

"He's only unconscious." A voice said behind Miles.

His spider sense went off. He spun around a leaped away to see the man in purple and green clothes. Kang.

"Its you!" Miles exclaimed. "What do you want?!"

"Your friends are right though." He grabbed Kid Arachnid and held him in the air. "You do need sleep."

Electricity flowed through his hand and into Miles. He screamed in pain before going limp. Kang dropped the young hero carelessly and looked at the restaurant Peter was in. Kang then grabbed Iron Spider and sits him up. He connects cords from Iron Spider's suit to a wrist communicator on his own wrist. He presses a few buttons.

Peter's communicator lights up. He got a message. While his friends and May were talking he looked down to see the message, a SOS from the Academy.

"Sorry guys I have a um… a … book… emergency…. I will be right back."

"Seriously Peter?" Harry sighed.

"Sorry but its really important." Peter said feeling guilty.

"Hurry back then tiger." MJ sighs. Peter thanked them then got up and left running out. He ran into an alley way and changed into Spider-man before swinging off to the Academy.

May watched him leave. "Sorry I have Basketball practice now. I will catch you guys another time."

"You too." Harry said disappointed.

"Sorry Tiger but I promise this definitely won't be the last time we meet." She said knowingly.

May then ran out and disappeared out of sight. Kang watched over May and Peter. Looking down upon them sinisterly.

Agent Venom made it to the Academy first. Everything is eerily quiet. The symbiote doesn't like this at all and neither does Flash.

"Hello? Guys?" He called out walking around. There was no one around. Not even some SHIELD agents walking around.

"This is giving me the creeps." He remarked.

He goes in further. He sees large scratches and rubble everywhere. A fight happened here. The teenager see something on the ground. Patches of frayed cloth that looked like it belonged to Cloak. Cloak must be injured.

"Is that a piece of Cloak!" Spider-man who was right behind Flash exclaimed. That caused Flash and the symbiote to almost jump out of their skin.

"WHAT! What are you doing here?!" He exclaimed. "Your not suppose to be here! Why didn't Iron Spider and Kid Arachnid stop you?"

"I got an SOS from the academy, I thought you guys called me." Spider-man frowned.

"No Kid- well, Iron Spider is suppose to make sure nothing interrupted you." Agent Venom frowned.

Spider-man looks around the empty hall filled with scratches. "This must be a trap, someone wants me here."

"Which is probably why you should go back to Harry and MJ." Agent Venom said pushing Spider-man to the exit.

"I can't just leave!" He spluttered. "What if its Spider Girl and Iron Goblin! Or Doctor Octopus and Hydra!"

"We can handle it! You need to go back!" Agent Venom threw him over his shoulder. Spider-man groaned a little humiliated.

A loud bang and scurrying noises interrupted them. They both went silent and looked around. Its quiet. The symbiote suddenly started to hiss and growl. "Hey, symbiote, what's wrong?"

Spider-man felt his spider sense go off. Squirrel Girl's squirrels crawled out of the shadows.

"Hey little guys! What's going?" Spidey asked the squirrels.

They growled and snarled at Spider-man. Spider-man and Agent Venom made a little eep noise and slowly walked away from the squirrels.

"I knew it! I knew they would turn against us!" Agent Venom exclaimed.

"Now is not the time for Squirrel paranoia!" Spidey exclaimed.

Squirrel Girl suddenly came out from the shadows. She didn't look welcoming though. She glared darkly at the boys.

"Squirrel Girl? Are you okay?" Spider-man asked.

"RAAH!" She screeched and leaped at them like a savage animal.

The boys screamed. Agent Venom barely got out of the way. He runs down the hallway carrying Spider-man over his shoulder. Spider-man watched the squirrels chase them down the hall with Squirrel Girl leading them. Agent Venom suddenly stopped.

"Hey! Why did you stop?!" Spider-man exclaimed. He watches the bloodthirsty squirrels catch up.

"Dagger?" In front of Agent Venom is Dagger. However like Squirrel Girl she is giving him a filthy look. Without saying a word she threw light daggers at him and he barely dodged.

"Why are you attacking us? Stop it!" Spider-man exclaimed.

Agent Venom ran down a corridor on the right only to see it filled with female SHIELD agents. As soon as they saw the boys they started shooting at them.

"Go up!" Spider-man ordered.

Agent Venom nods and runs up the wall and on to the ceiling. He jumps over the girls and lands behind them. Ahead of them however is an army of female SHIELD agents surrounding a man that looks like a baboon with red cape stood in front of them.

"Oh no." Spider-man groaned. "Mandrill."

 _'_ _Mandrill. A super villain that has the power to control girls using pheromones taking over their minds and turning them in to his own slaves and calls them his Fem-Force. Creepy.'_

"That explains why they are attacking us! This weirdo is using phones-"

"Pheromones." Spider-man corrected.

"What he said." He exclaimed.

"More pests to squash? No matter." Mandrill scoffed.

He stared at Agent Venom for a moment and his expression morphed into a smirk. He takes a step forward. The symbiote gets restless, snarling and hissing.

"Symbiote! What's wrong?" Agent Venom yelled concerned.

"To think there was a lovely lady hiding amongst the two of you." He purred getting closer.

The symbiote became more volatile. Making Agent Venom appear more like the villain Venom. Spider-man is dropped out of his arms and the hero yelps. Flash holds his head.

"Stop it! What are you doing? We are partners! Why are you taking control?" Flash exclaimed inside. "Huh? He's doing what to you?"

The Mandrill gets closer and symbiote becomes more out of control. He puts a hand on the beast.

"Listen." The Symbiote does. It goes completely still. Mandril smirked.

"Put yourself together and join my force." He ordered. The venom symbiote did as it was told. It returned to looking like Agent Venom and joined his side.

"Agent Venom! What are you doing?" Spider-man exclaimed.

"I don't know! I don't have any control! Stop it symbiote!" Flash exclaimed.

"But how is that possible?! His powers only affect girls!" Spider-man exclaimed.

"Unless! I'M A GIRL!" Flash exclaimed.

"Uh… no." Spider-man sighed. "For so many reasons, no."

"Fem-Force, squash this spider!" Mandrill ordered.

Squirrel Girl and Dagger appeared behind Spider-man. He spins around.

"Girls! I know you're in there! Fight back!" He yelled. They didn't seem to hear him. Spider-man is completely trapped. He is backed into a corner.

Meanwhile Kang and Kraven stood outside the academy and watched all of this happen.

"So the spider is finally cornered." Kraven remarked as the girls closed in on him.

"Hmp, this won't be the end." Kang said smoothly.

"It never is." Kraven agreed. "The spider while childish is cunning. That is his greatest weapon."

Kang stared at him and then grabbed something from his cape. "Then you need a better weapon."

In Kang's hand is the Tiger amulet. It glows ominously in his hand.

"How did you-"

"It doesn't matter now." Kang said immediately. "What matters now is that it's yours now.

Kraven stared at him then smiled. He took the amulet.

"You are a good ally to have, Kang, your not as weak as you look." Kraven chuckled. Kang seem to stiffen at the word weak. "You like the Spider are cunning."

"… Yeah, like the Spider." Kang looked at Spider-man deep in thought.

 **A/N: Merry Christmas and Happy New Year everyone! I'm so sorry this was late. I've been working on a original comic for my cousin. But I had to rewrite this a few times and my internet at the moment is CRAP. As for my other fanfic Mark of Kaine, that one is going to take a while and its technically going to be a little but AUish to the show since Scarlet is alive. Thanks you guys for being patient and I hoped you enjoyed the chapter.**


	6. Chapter 6

Chapter 6

"YES! Finally!" Tony Stark exclaimed. He finally got rid of the Nyan cat virus. All the Avengers were sitting around in the lab.

"Finally is the right word, why did it take so long if that kid made it Stark?" Hawkeye retorted tending to one of his arrows with a bored look on his face. "The Genius must be losing his touch."

Tony frowned at him. "Its because this is a homemade virus that was design to stick around for a long time."

"It suits him. Annoying, loud and sticks around longer then it should!" Hawkeye remarked.

"Did it damage anything though?" Falcon asked looking through the computers databases.

"No, in fact nothing has been touched." Tony sighed sitting down.

"Tell that to my ears." The archer retorted. Black Widow walked past Hawkeye. She had a frown on her face. "What's with you?"

"Aren't we taking this 'Nyan Virus' a little too lightly? If that kind of tech got into the hands of Hydra's or any super villain with a vendetta against us, they could do some serious damage."

"Are we still talking about Spider-man?" Hawkeye retorted. "You heard Stark. It did nothing."

"More like it wasn't designed to do damage." Falcon corrected. "In fact I'm with Widow, the virus isn't perfect. Far from it but if Spider-man decided to work on it more it could become very dangerous."

"How so?" Captain America spoke up. He is standing in the doorway listening in on the conversation.

"Well think of it this way…"

The computer screen lit up. A diagram of Spidey's virus appeared in the form of Spider-man chibi icon. Below it is a Hydra icon and next to it is the Avenger's tower building.

"Viruses made from Hydra or other super villains have a similar kind of pattern." Falcon explains. "They go into the computers, hack through fire walls then collect and or destroy information."

The Hydra icon goes into the tower drawing and appears to cause havoc.

"But they are easier to get rid of too and clean from the system." An icon of Iron man appeared and blasted the Hydra icon away.

"However Spider-man's 'Nyan Virus' works differently." Tony said stepping in. "While Hydra's virus is a smash and grab Spidey's is more like an uninvited houseguest that won't go away."

Spidey's icon goes into the tower. Webbing is sprayed everywhere and even trapping the Iron man icon.

"It was designed to be hard to get rid of. It familerises itself with the technology and computer system itself and roots itself in there. Like a weed." Tony explains. The Spidey icon then goes to the hydra one. "However if you were to combined both types of viruses…"

The Spidey and Hyrda Icon combine to turn into a Venom icon.

"It could collect and destroy files for as long as it wants."

The venom icon goes into the tower. Web Iron man icon and causes havoc.

"That sounds bad." Thor frowned looking at the example. Midgard technology was usually nothing but babble to him but this sounded serious.

"That's because it is." Tony sighed. "I need to lecture the kid again on experimental technology. We already have the swarm to worry about."

"Spidey wouldn't do that." Hulk spoke up with his arms crossed.

Everyone looks to the big green hero. Hulk seems to stand by what he said.

"Yeah, there is no way he is capable of that much damage." Hawkeye shrugged. "He's just a snot nosed kid."

"That's not what I meant." Hulk asserted. "I mean he wouldn't allow Hydra to get their hands on it or attack Avenger's tower. He's more responsible then that."

"… Are we still talking about Spider-man?" Clint retorted.

Suddenly Norman Osborn's face appeared on the screen. He didn't look happy at all.

 _"_ _Stark."_ He said in a curt voice.

"Oh look, I think the computers are still infected. Look at this ugly virus." Tony remarked looking up at Norman.

Norman frowned. Steve stepped forward and put a hand on Tony.

"Tony Behave." He said in a low voice. "Mr Osborn, if you're contacting us it must be important. I know how you and Tony can't be in a room together without it ending well."

 _"_ _Right you are Captain America which is why I'm going to keep this brief." He said looking at Steve. He seemed a little more polite with the Captain. "My son and his friends were attacked the other day by a man in a suit of armour. I want to know if this armour belonged to you."_

Picture of the Iron goblin appeared on screen. Falcon took a look.

 _"_ _I wanted to know if it was one of your toys trying to kill me again."_ Norman remarked.

"They aren't toys." Tony growled.

 _"_ _Then a cruel joke then."_ Norman hissed.

"I've never seen this armour before." Falcon remarked trying to cut through the tension. Clips of the events with Iron Goblin appeared. "This tech… its like a combination of Stark's and Oscorp's."

 _"_ _I know that's why I was seeing if you didn't copy my tech Stark."_ Norman said bitterly.

"Hey I'm the one that came up with the flying suit first! You copied me!" Tony exclaimed. "And you went Goblin so I was told to hold on to the Iron Patriot armour while you were green."

 _"_ _Which I never got back because you destroyed your own building."_ He remarked bitterly. _"What kind of idiot destroys his own company building, headquarters and AI to stop a villain that you created only for that villain to come back a dozen times later?"_

"Why you son of a-"

"Tony, stand down." Steve stood in front of him. "Mr Osborn, is there a point to this? Do you know what he was after?"

 _"_ _His reasons are unclear, the Iron Goblin as he calls himself attempted to kidnap one of my son's friends and his associate wanted to send a word of warning to Spider-man."_ Norman explained.

"His associate?" Natasha repeated.

 _"_ _A woman calling herself, Spider Girl."_ An image of Spider girl appeared on the screen riding the Goblin glider.

"ANOTHER ONE?!" Clint exclaimed loudly.

Squirrel girl, Dagger and Agent Venom, corners Spider-man. A hundred SHIELD agents are behind the Mandrill and ready to do anything he wishes. Spidey didn't know what to do. He didn't want to hurt his friends but did he even have a chance if he did?

A white blur suddenly jumped in front of Spider-man. It was White Tiger. She looked at him.

"T-Tiger?" He said nervous. Was she turned to? She looked away from him and straight at the women.

"Hands off the spider-dork." She said with bravado. White Tiger wasn't under the Mandrill's control. On her hip is the Tiger amulet.

"White Tiger!" Spider-man's cheer was cut off as Scarlet Spider jumps into the fray.

"Are you waiting for an invitation? Get out of here punk!" Scarlet retorted. He grabs Spider-man and runs past the brainwashed girls. Tiger follows him swiping at any furry creature that torpedo towards them.

"What are you doing here, punk?" Scarlet barked.

"I got an SOS from you guys!" He exclaimed.

"We didn't ask for your help." Tiger retorted. "We were going to fix this on our own."

Scarlet pulls Spider-man up into a vent. White Tiger jumped up into the vent gracefully and Scarlet closes it. The girls run past the vent. Confused that they lost them. Spidey sighs in relief. He looks up at Tiger.

"So how come your not under his control?" Spider-man asked.

"I'm not sure… but I think it's like the Tiger Amulet. I need to be in control." She explained.

"So in other words, her being such a control freak stopped her from ending up like the others." Scarlet Spider said bluntly.

"Do you want me to beat you up again?" Tiger growled.

"Guys, cool it." Spidey sat between them. "So really, you're controlling you're instincts and you had plenty of practice. So you're good."

White Tiger nods.

"Good. Where are the others?" Spider-man asked.

"This-" Scarlet was about to the point the way when light daggers rip through the vent. Causing it to fall apart and the heroes fall to the ground. They groan in pain and look up to see Dagger stand over them.

Scarlet growled and unsheathed his spikes. Spider-man signaled to him to go easy on her. Don't kill. White Tiger crouched ready to fight. Dagger however suddenly falls to the ground. Behind Dagger was a person in a bright yellow Hazmat suit. There was a dark visor on it making it hard to see who was inside. There was a long moment of silence.

"… um…. Who are you?" White Tiger asked confused.

"Ma fughbadu…" The voice was almost completely muffled.

"…What?" Spider-man blinked.

"Ma spughbadu!" The person exclaimed slightly louder.

"We can't hear you!" Scarlet snapped.

The person made a huff noise and took off the head part of the Hazmat suit. The true identity of that stranger is Spider Girl.

"I said, its me! Spider Girl!" She chirped.

"You! What are you doing here?!" Spider-man yelled, shocked and confused.

"To save your butts, duh." She shrugged as if it was obvious.

"Yeah right, I'm not falling for any tricks." Spider-man said glaring at her. "Why aren't you under the Mandrill's control?"

"Oh, easy!" She chirped. "Mandrill uses Pheromones to turn ladies brains into mindless goop. So I borrowed one of SHIELD's Hazmat suits. It keeps out his cooties."

"Pheromones." Spider-man corrected.

"Same thing." Spider Girl waved off.

"Wait, if that's true… do think we might be able to free Dagger from his control?" White Tiger asked.

"If we left her alone it to burn out… yeah!" Spider-man exclaimed.

Scarlet Spider walked over to Dagger and picked her up. "To think, thanks to you're fan girl we might win this." Scarlet said in a snarky tone.

"Hey, I am not a Spider-man fan girl!" Spider Girl exclaimed in dramatic way. "I am you're fan girl." She said poking Scarlet and walking ahead.

The three looked at her in shock.

"… You're kidding right?" White Tiger asked.

"Nope!" She chirped. "Scarlet Spider is my all time favourite hero."

"… You're not mixing me up with another Scarlet Spider… maybe from the one in you're messed up head?" Scarlet asked.

"Nope, dark, mysterious with a heart of gold hidden under all of that edge~" Spider Girl said poking Scarlet's chest.

"… Another word and I will hurt you." He growled.

"That's the spirit-" Spider Girl suddenly froze and looked down the corridor. She stared at the space intensely.

"What are you-"

"Shh!" Spider Girl shushed watching the space. Shadows from above watched them. Moving like a tiger. Glowing green eyes appeared above them. She suddenly turned to him. "Get out of the way!"

"What are you-WOAH!" Spider-man felt his spider sense go off like a bomb.

Spider Girl suddenly pushed Spider-man away. Something giant and white landed between them. It was Kraven wearing the Tiger Amulet. He'd lost control to the animal side. And yet White Tiger still had her Tiger Amulet sitting on her hip.

"What?! Two Tiger Amulets!" White Tiger exclaimed in shock. She looked down at her one and it still was there. How was this possible?

"Looks like this kitty has something that doesn't belong to him." Spider Girl said glaring at Kraven. She takes a few steps closer. "I'd like it back."

"Are you crazy?!" Spider-man barked pulling her back. "He will turn you into mince meat!"

"Oh he can try." Spider Girl snarled. "You three just get to safety."

"I don't get you! What do you want?! Why are you threatening the Osborns one moment! And tell me us to get to safety the next?!" Spider-man exclaimed.

"I wasn't threatening them! I just gave them a surprise visit with my friend. And…" Her voice became lower. She seemed a little conflicted. "That I don't even know if you should know."

"What the heck does that mean?!" Spider-man exclaimed in a high-pitched voice.

Tiger Kraven roared at them. As if tell them to be silent. He ran towards them and was about to pounce on them. When suddenly…

"Ki-yah!" Iron Fist charged at Kraven and punched him with his glowing Iron fist; Power Man, who was behind him followed up the punch with another devastating blow to the face.

"Get a move on guys!" Power Man exclaimed. The three follow Power Man and Iron fist around a few turns to left then right then straight into the dorms where all the male agents an young heroes were hiding.

All the other young heroes gathered around the new comers. Cloak looked injured. His cloak had holes burned into it. Most likely from Dagger. His eyes light up when he sees the unconscious Dagger.

"Is she okay?!" He exclaimed.

"She will be." White Tiger provided. White Tiger and Spider Girl take Dagger to a corner in the room. They put her in a HAZMAT suit.

"What are you doing here?" Power Man asked firmly.

"Someone sent him an SOS so he appeared." Scarlet provided.

"But we didn't send the SOS to you, we sent it to Agent Venom, Iron Spider and Kid Arachnid." Power man said frowning.

"Where are they?" Iron Fist asked.

"I don't know the status of Kid and Iron but Agent Venom has been compromised." Spidey explained. "He's under the Mandrill's control."

"But how? Thy Agent of Venom is a man?" Titon asked.

"Isn't it obvious?" Spider Girl suddenly spoke up. The guys look at her with confused looks. "The Symbiote is a girl."

"… Symbiotes have genders?" Spidey had a completely puzzled look.

"But I just thought they just a… just a thing." Power Man admitted shocked. "Just… goop."

"Well… it would explain some of its protective energies I felt from it to Agent Venom…" Iron fist said thinking. "… And how it felt almost… motherly…"

"Well it is female just not in the typical way humans are. Its just a few genes that determine whether it could create more symbiotes own its or not. A carrier. Iron Goblin knows more then me." Spider Girl shrugged walking closer to them.

"You seem to know too much already." Spidey said frowning.

"Who are you exactly?" Power man asked.

"I am Spider Girl. But Spidey should already know that." She said looking at Spider-man "You did of course get my message."

"Yeah, Parker told me." He said glaring at her.

"Hm… so he did." She said feigning innocence. "Tell him I said thanks and that HE should not be worried about me or my friend just focus on his own. And of course watch out for the purple man."

Spider-man, Power man and White Tiger glare at Spider Girl. It sounded like if she knew she was toying with them. Iron Fist just stared at her. As if he was trying to read her.

"But we are getting off track here. You just do you're thing and stop Mandrill." Spider Girl asked putting on the HAZMAT suit again. "I on the other will take care of the mean kitty."

"Well if you're helping take Ka'Zar, Zabu and White Tiger with you." Spider-man suggested. He may not like her but he isn't letting her become mincemeat. That and he could have some eyes on this mysterious spider.

"I don't need help." Spider Girl said bitterly. The way she said that was very familiar to Spider-man. "You guys will hold me back."

"Hold you back?!" White Tiger scoffed.

"We would do no such thing." Ka' Zar said frowning. Zabu growled.

"Yeah, don't take to heart Tigers~" Spider Girl chirped. She walked up to the vents. "I'm just more of a solo-act."

She put the head part on for the HAZAMAT suit and disappeared into the vent.

"… What's her problem?" One of the agents said. Iron Fist just kept staring at where Spider Girl disappeared into the vent.

 _"_ _Why didn't you let them help you?!"_ Normie's voice exclaimed on Spider Girl's com.

Spider Girl is crawling through the vents, all alone. She goes deeper and deeper into the academy quietly.

"I don't need them Normie. I'm fine on my own." Lady pushed taking a right turn.

 _"_ _It that's the case I will go up and help you."_ Normie said.

"No. You need to stay with the TASD, it's the only thing that stops Artie from using his powers." Spider Girl said firmly. "I will be fine. If I took them with me that would be putting them in danger anyway."

 _"_ _I still think you should have brought them with you."_ Normie sighed.

"Well its just not going to happen." She said scrunching her fist. "I'm not going to let anyone get hurt again…"

Spider Girl froze. Her spider sense went off. It was Kraven. A white-clawed hand bursts through the vent. Spider girl yelps and tries to crawl faster only for her spider sense to scream at her to stop. She froze only for the vent to explode and collapse. Spider Girl shrieked. Tiger Kraven pulls her out of the rubble, he held her by her neck. He pulled the HAZMAT head piece off of her.

"Found you." Kang's voice. He stood behind the wild Kraven, holding his silver and gold staff. Next to him the Mandrill stood with his army of women. Two green large bubbles contained an unconscious Kid Arachnid and Iron Spider.

"I thought I already took care of you and you're team." He remarked.

"There is no team… it's just me." Spider Girl remarked coughing.

"All alone huh? What about you're Goblin friend?" Kang said frowning.

"CAFF… not…. Coming…" Her vision became blurry.

Kang stared at her and snapped his fingers. Kraven let go of her and she fell to knees. Spider Girl coughed and spluttered. Her vision cleared.

"So the little spider is all alone. How cute." He laughed. "And betting that you're after the Tiger Amulet."

"… It doesn't belong to you." She said slowly standing. "You stole it from him… give it back."

"Venom! Restrain her!" Mandrill barked. Agent Venom grabbed Spider Girl's arms and pulled them behind her back.

"Sorry." Agent Venom said in a low voice. "I don't have any control."

"I'm sure she's going to feel bad after this." Spider Girl sighed with sympathy. Agent Venom gave her a confused look.

"This childish attempt to stop me is coming to end Spider Girl. I may not be able to use my powers but he can." Kang said smirking under his mask.

Mandrill walked closer to Spider Girl. Spider Girl hissed. She looked away and tried to hold her breath. Mandrill grabbed her chin and forced her to look up at him.

"Just relax and listen to me. You can't hope to resist me this close." He said using his powers on her.

Spider Girl trembles like a leaf resisting. She could feel her mind being invaded by the urge to obey. Do what ever he said.

"… no." She said weakly.

A red and blue flash suddenly kicked Mandrill to the ground. Spider-man.

"Hey, girls tend not to like it when you act like a creep!" He joked.

"True story." White Tiger said jumping out of the vent.

She kicked Agent Venom to the side. Freeing Spider Girl from his grasp. She fell to her knees. She looked up shocked at them. A black ball of spinning fabric appeared above them. Cloak teleported into the room and heroes poured out of the void within him. Spider Girl watched them fight the women under the Mandrill's control.

Kang snarls. "Kraven! Take them down!"

"New Warriors! Attack!" Spider-man ordered.

 **A/N: Thank you for being patient. I hoped you enjoyed this chapter.**


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